What is an SNC?
The General Partnership (SNC) is a legal form governed by the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings (AUSCGIE). The SNC is a partnership based on mutual trust between partners. All partners have trader status and are jointly and indefinitely liable for the company's debts, without limit.
Key characteristics
| Criterion | Applicable rule |
|---|---|
| Number of partners | 2 minimum — no maximum · All must be traders |
| Share capital | No legal minimum — set freely in the articles |
| Liability | Joint and unlimited — personal assets exposed without limit |
| Partners' status | All traders — unemancipated minors excluded |
| Legal representative | Manager (a partner or a third party appointed in the articles) |
| Share transfers | Unanimity of all partners required |
| Tax regime | Each partner is taxed on their share of profits (art. 3 of the Tax Code) |
| Statutory auditor | If ≥ 2 of 3 criteria: Total assets >150M · Turnover >250M · Headcount >50 |
| Annual general meeting | Mandatory within 6 months of year-end |
| RCCM filing | Mandatory — 15 to 20 working days |
How it works
The partners
In an SNC, all partners have trader status and must have the legal capacity for it. Unemancipated minors and people under guardianship cannot be partners in an SNC. This intuitu personae criterion — the personal identity of each partner — is fundamental and overrides any other consideration.
Management
An SNC is managed by one or more managers, appointed in the articles or by collective decision. The manager can be a partner or a third party. Their powers are defined by the articles, and they represent the company towards third parties.
Collective decisions
Ordinary decisions are taken by the majority set in the articles. However, any change to the articles, transfer of shares or change of manager requires the unanimity of all partners.
Pros & Cons
Setup steps
Deleky's handles all of these formalities for you.
Taxation
Tax regime of the SNC
The SNC is tax transparent: profit is determined at company level, then each partner is personally taxed on the share corresponding to their rights (art. 3 of the Tax Code). Taxes assessed in the partners' names remain company debts.
- VAT 18% and business licence tax under ordinary rules
- The tax regime (normal real, simplified real…) depends on the SNC's turnover
Social security status of managing partners
All partners in an SNC have self-employed status: they contribute to the CNPS as self-employed workers, whether or not they are managers. A non-managing partner can also be paid if the articles allow it.
